UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy
Statement
[ ] Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy
Statement
[ ] Definitive Additional
Materials
[X] Soliciting Material Pursuant to
§240.14a-12
Braemar Hotels & Resorts Inc.
(Name of Registrant as Specified In Its Charter)
Al Shams Investments LTD
Wafic Rida Said
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| [X] |
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No fee required |
| |
|
| [ ] |
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Fee paid previously with preliminary materials |
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| [ ] |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
On June 10, 2026, Al Shams Investments
Limited (“ASIL”) issued a press release regarding a letter that it sent to the outside directors of the Board of Directors
of Braemar Hotels & Resorts Inc. (the “Company”). A copy of the press release is attached hereto as Exhibit 1.
Also on June 10, 2026, ASIL,
together with the other participants named herein, filed Amendment No. 9 to their Schedule 13D, a copy of which is attached hereto as
Exhibit 2.
Certain Information Concerning the Participants
ASIL, together with the other Participants (as defined
below), intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule
14A (the “Definitive Proxy Statement”) and accompanying WHITE Universal Proxy Card to be used to solicit proxies
from the shareholders of the Company in connection with the Annual Meeting.
SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL
FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE ANNUAL
MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE.
At this time, the participants in the solicitation
of proxies are anticipated to be ASIL and Wafic Rida Said (collectively, the “Participants”).
The Definitive Proxy Statement and accompanying WHITE
Universal Proxy Card will be furnished to some or all of the Company’s shareholders and will be, along with other relevant documents,
available at no charge on the SEC’s website at https://www.sec.gov/.
Information about the Participants and a description
of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants
with the SEC on June 10, 2026, and is available here.
